Lumentum Holdings Inc. 8-K

What Happened
Lumentum Holdings Inc. announced that on May 29, 2026 it entered into privately negotiated exchange agreements to deliver an aggregate of approximately 5.0 million shares of common stock in exchange for about $650.4 million principal amount of its 0.50% Convertible Senior Notes due 2028 (and related conversion value in excess of principal). The company will receive and cancel the exchanged notes; the Exchange Transactions are expected to close on or about June 4, 2026. The company will not receive any cash proceeds from the transactions.

Key Details

• Exchange agreements entered May 29, 2026 to swap ~5.0 million shares for ~$650.4M principal amount of Notes.
• Incremental dilution of approximately 0.8 million shares related to the principal amount of the Notes.
• After the exchanges (and accounting for early conversion requests received but not settled prior to June 1, 2026), about $172.2 million aggregate principal amount of the Notes will remain outstanding with unchanged terms.
• Shares issued in the transactions will be private placements under Section 4(a)(2) of the Securities Act, offered only to accredited investors or qualified institutional buyers.

Why It Matters
This transaction reduces Lumentum’s outstanding convertible note principal by roughly $650M and increases its share count by about 5.0M shares (with ~0.8M shares of incremental dilution tied to principal). For investors, that means a lower outstanding convertible debt balance on the company’s capital structure and a higher share count that could affect per-share metrics such as earnings per share. No cash proceeds are involved; exchanged notes will be cancelled.